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EXHIBIT 10.5
EMPLOYMENT AGREEMENT
OF
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THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into between ENVOY
Corporation, a Tennessee corporation ("Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a
resident of Richmond, Virginia ("Executive"), effective as of August 1, 1997.
The Company and the Executive are sometimes referred to herein as the "Parties".
1. Introduction: The Company believes that the assurance of the Executive's
continued employment by the Company and the benefit of his business experience
are of material importance. Therefore, the Company and the Executive intend by
this Agreement to rescind any existing employment agreement and to specify the
terms and conditions of the Executive's continuing employment relationship with
the Company.
2. Employment: The Company hereby employs the Executive and the Executive
hereby accepts continuing employment with the Company upon terms and conditions
set forth herein.
3. Duties and Responsibilities:
3.1 Extent of Service: The Executive shall, during the term of this
Agreement, devote such of his entire time, attention, energies and business
efforts to his duties as an executive of the Company as are reasonably necessary
to carry out his duties specified in Paragraph 3.2 below. The Executive shall
not, during the term of this Agreement, engage in any other business activity
(whether or not such business activity is pursued for gain, profit or other
pecuniary advantage) if such business activity would impair the Executive's
ability to carry out his duties hereunder. This Paragraph 3.1, however, shall
not be construed to prohibit Executive from normal and customary service as a
director on outside boards of directors or prevent the Executive from investing
his personal assets as a passive investor.
3.2 Position and Duties: Subject to the power of the Board of Directors of
the Company to elect and remove officers and the power of the shareholders to
remove directors, the Executive shall serve the Company as Senior Vice President
of Strategic Development; and shall perform faithfully and diligently, the
services and functions relating to such office or otherwise reasonably incident
to such office as may be designated from time to time by the Board of Directors
of the Company; provided that all such services and functions shall be
reasonable and within the Executive's area of expertise; and provided further
that the Executive shall be physically capable of performing the same.
3.3 Place of Employment: During the term of this Agreement, the Executive's
primary place of employment shall be in Richmond, Virginia, unless otherwise
mutually agreed by the Company and Executive. During the term of this Agreement,
the Company will provide the Executive with a private office and other customary
staff support services, all as are commensurate with the services and functions
to be performed by him hereunder.
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4. Salary and Other Benefits: Subject to the terms and conditions of this
Agreement;
4.1 Salary: As compensation for his services under and during the term of
his employment under this Agreement, the Executive shall be paid an annual
salary of not less than $175,000 payable in accordance with the then current
payroll policies of the Company. Such salary shall be subject to increase by the
Board of Directors of the Company (or the appropriate committee thereof) from
time to time. The annual salary payable from time to time by the Company to
Executive pursuant to this Paragraph 4.1 is herein sometimes referred to as his
"Base Salary".
4.2 Other Benefits: As long as the Executive is employed by the Company,
the Executive shall be entitled to receive the following benefits in addition to
his Base Salary:
(a) The Executive shall have the right to participate in all group benefit
plans of the Company (including without limitation, disability, accident,
medical, life insurance, hospitalization and pension) and incentive plans
(including without limitation stock option, stock appreciation or other similar
stock based plans), all in accordance with the Company's regular practices with
respect to its officers.
(b) The Executive shall be entitled to reimbursement from the Company for
reasonable out-of-pocket expenses incurred by him in the course of the
performance of his duties hereunder.
(c) In addition, the Company shall pay Executive an annual bonus of up to
50% of his Base Salary subject to performance criteria established by the
Chairman and the President of the Company (the "Bonus").
(d) The Executive shall be entitled to such vacation, holidays and other
paid or unpaid leaves of absence as are consistent with the Company's other
officers.
5. Term: The term of this Agreement shall be for an initial period ending
on August 30, 2000, and shall thereafter be extended for an additional period of
one year on a yearly basis, unless on or before June 1, 2000 or June 1 of any
subsequent year, either the Executive or the Company gives the other party
notice that the term of this Agreement will not be so extended, in which case
the term of this Agreement will end on the end of the year designated in the
notice. Notwithstanding the foregoing, the indemnification provisions of this
Agreement contained in Paragraph 10 shall survive until the expiration of the
statute of limitations for assessment of any excise tax under Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code"), with regard to an
Excess Parachute Payment (as defined in Paragraph 9 below) on account of the
Change in Control (as defined in Section 7.4(c) below).
6. Termination and Resignation: The Company shall have the right to
terminate the Executive's employment hereunder at any time and for any reason,
and upon any such termination the Executive shall be entitled to receive from
the Company prompt payment of the amount determined pursuant to the applicable
subparagraph of Paragraph 7 below. The Executive shall
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have the right to terminate his employment hereunder at any time by resignation,
and he shall thereupon be entitled to receive from the Company prompt payment of
the amount determined pursuant to the applicable subparagraph of Paragraph 7
below.
7. Payments Upon Termination and Resignation:
7.1 Pro Rata Payments: If the Company at any time terminates the
Executive's employment for Cause (as defined below), then the Executive shall be
entitled to receive only his Base Salary on a pro rata basis to the date of
termination plus reimbursement of expenses through the date of termination in
accordance with Paragraph 4.2(b). If the Executive at any time dies or becomes
disabled (being the inability of the Executive to perform his normal employment
duties for the remainder of the term of this Agreement because of either
physical or mental incapacity), the Executive shall be entitled to receive only
his Base Salary plus Bonus on a pro rata basis to the date of termination or
resignation. For purposes of this Paragraph 7.1, "pro rata" shall mean the
product of the Executive's annual Base Salary and Bonus that would have been
payable had the Executive's employment not terminated multiplied by a fraction
the denominator of which is 365 and the numerator of which is the number of days
during the calendar year, that have passed through the date of the termination
of the Executive's employment.
7.2 Payments Prior to Change in Control: If prior to the occurrence of an
Initial Change in Control Event (as defined below), the Company terminates the
Executive's employment for any reason other than for Cause, then the Executive
shall be entitled to receive a lump sum payment equal to his Base Salary and
Average Bonus (as defined below) and, if the appropriate election is made by the
Executive, the Company shall pay the premium for the continued participation by
Executive and his qualified beneficiaries under the Company's group medical
plans as provided in Section 4980B(f) of the Code ("COBRA Premium") for a period
of one year following such termination (collectively, the "Severance Package").
If prior to the occurrence of a Change in Control of the Company, the Executive
voluntarily resigns for any reason (other than his death or disability), then
the Executive shall be entitled to receive his Base Salary paid over the 12
month period following termination in accordance with the Company's regular
payroll practices and, if the appropriate election is made by the Executive, the
Company shall pay the COBRA Premium for a period of one year following such
resignation.
7.3 Change in Control Payments: If after the occurrence of an Initial
Change in Control Event of the Company, the Company terminates the Executive's
employment hereunder for any reason other than for Cause, then the Company will
pay to the Executive the Severance Package. If after the occurrence of a Change
in Control of the Company, the Executive voluntarily resigns his employment
hereunder for any reason (other than his death or disability), then the Company
will pay to the Executive the Severance Package.
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7.4 Certain Definitions:
(a) "Average Bonus" shall mean that result obtained by dividing the sum of
the Bonuses, if any, paid to the Executive pursuant to Paragraph 4.2(c) above in
respect of the two years next preceding the year in which the termination or
resignation occurs by the number of years during such two-year period in which
the Executive was entitled to receive a Bonus pursuant to Paragraph 4.2(c)
above. Notwithstanding the foregoing, in the event a termination or resignation
occurs prior to the first period in which Executive was entitled to receive a
Bonus pursuant to Paragraph 4.2(c) above, the "Average Bonus" shall be equal to
the Bonus.
(b) Termination by the Company of the Executive's employment for "Cause"
shall mean termination upon the willful misappropriation of funds or properties
of the Company or the willful contravention of the standards referred to in the
last sentence of Paragraph 11 below. For purposes of this definition, no act, or
failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that the Executive's action or omission was in the best
interest of the Company. The Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board of Directors of
the Company at a meeting of the Board duly called and held (after reasonable
notice to the Executive and an opportunity for the Executive, together with his
counsel, to be heard before the Board) finding that in the good faith opinion of
the Board the Executive was guilty of the conduct set forth above and specifying
the particulars thereof in detail. Notwithstanding the foregoing, a finding by
the Board of Directors that Executive shall be terminated for Cause shall not
preclude the pursuit of other remedies available hereunder, at law or in equity.
(c) A "Change in Control" shall be conclusively deemed to have occurred if
(and only if) any of the following shall have taken place: (i) a change in
control is reported by the Company in response to either Item 6(e) of Schedule
14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), or Item 1 of Form 8-K promulgated under the Exchange
Act; (ii) any person (as such term is used in Section 13(d) and 14(d)(2) of the
Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) directly or indirectly, of securities of the Company
representing forty percent or more of the combined voting power of the Company's
then outstanding securities; or (iii) following the election or removal of
directors, a majority of the Board consists of individuals who were not members
of the Board two years before such election or removal, unless the election of
each director who was not a director at the beginning of such two-year period
has been approved in advance by directors representing at least a majority of
the directors then in office who were directors at the beginning of the two-year
period.
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(d) An "Initial Change in Control Event" shall be conclusively deemed to
have occurred when any individual, group, partnership, corporation, trust or
other entity ("Person") initiates a course of action or conduct that, in the
good faith judgment of the Board of Directors of the Company, might reasonably
be expected to lead to a Change in Control of the Company. For example and
without limiting the scope of the foregoing, an Initial Change in Control Event
would include the public announcement or other disclosure by a Person of its
intention (i) to acquire by private or open market purchase, tender offer,
exchange offer, or otherwise forty percent or more of the combined voting power
of the Company's outstanding securities, or (ii) to solicit proxies or consents
for the removal of at least three incumbent directors or the election of at
least three persons to serve as directors of the Company in opposition to
nominees proposed by the Board of Directors of the Company.
8. Acceleration of Options: Contemporaneously with the occurrence of a
Change in Control of the Company, the Board of Directors of the Company (or the
appropriate committee thereof) will either (a) accelerate all outstanding
options previously granted to the Executive under any then existing Company
stock option, stock appreciation or other employee incentive plan to the extent
allowable under such plan that are not otherwise exercisable by the Executive at
the time the Change in Control of the Company occurs, or (b) in the alternative,
authorize the Company to pay Executive an amount in cash equal to the excess of
the fair market value of the shares on the date the Change in Control occurs
over the exercise price per share as specified in the relevant stock option
agreement(s) multiplied by the number of shares in respect of the relevant
option grant(s).
9. Tax Reimbursement Payment.
9.1 Notwithstanding anything to the contrary contained in this Agreement,
in any plan of the Company, or in any other agreement or understanding, the
Company will pay to the Executive, at the times herein specified, an amount (the
"Additional Amount") equal to the excise tax under Section 4999 of the Code, if
any, incurred or to be incurred by the Executive by reason of the payments under
this Agreement, acceleration of vesting of stock options, stock appreciation
rights or restricted stock granted under the Company's various stock option,
stock appreciation or other employee incentive plans, or payments under any
other plan, agreement or understanding between the Executive and the Company,
constituting Excess Parachute Payments (as defined below), plus all excise taxes
and federal, state and local income taxes incurred or to be incurred by the
Executive with respect to receipt of the Additional Amount. For purposes of this
Agreement, the term "Excess Parachute Payment" shall mean any payment or any
portion thereof which would be an "excess parachute payment" within the meaning
of Section 280G(b) of the Code, and which would result in the imposition of an
excise tax on the Executive under Section 4999 of the Code. Attached hereto as
Exhibit A is an example illustrating the computation of the Additional Amount.
9.2 All determinations required to be made regarding the Additional Amount,
including whether payment of any Additional Amount is required and the amount of
any
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Additional Amount, shall be made by the independent accounting firm which is
advising the Company (the "Accounting Firm"), which shall provide detailed
support calculations to the Company and the Executive on or before the last day
of the calendar year during which occurs the Change of Control (the "Change of
Control Year"). In computing taxes, the Accounting Firm shall use the highest
marginal federal, state and local income tax rates applicable to single
taxpayers for the year in which the Additional Amount is to be paid (unless,
within 30 days after the occurrence of the Change in Control the Executive
specifies in writing to the Company his marginal tax rate) and shall assume the
full deductibility of state and local income taxes for purposes of computing
federal income tax liability. The portion of the Additional Amount based on the
excise tax as determined by the Accounting Firm to be due for the Change of
Control Year shall be paid to the Executive no later than March 1 immediately
following the end of the Change of Control Year. The portion of the Additional
Amount based on the excise tax as determined by the Accounting Firm to be due
for each calendar year following the Change of Control Year shall be paid to the
Executive on or before March 1 immediately following the end of each such
calendar year. If the Company determines that the excise tax for any year will
be different from the amount originally calculated in the report of the
Accounting Firm delivered at the end of the Change of Control Year, then the
Company shall provide to the Executive detailed support calculations by the
Accounting Firm specifying the basis for the change in the Additional Amount.
10. Indemnification.
10.1 If the Executive shall have to institute litigation or arbitration
brought in good faith to enforce any of his rights under the Agreement, the
Company shall indemnify the Executive for his reasonable attorney's fees and
disbursements incurred in any such litigation.
10.2 In the event that an excise tax is ever assessed by the Internal
Revenue Service against the Executive (or if the Company and the Executive
mutually agree that an excise tax is payable) by reason of the payment under
this Agreement, acceleration of vesting of stock options, stock appreciation
rights or restricted stock granted under the Company's stock option, stock
appreciation or other employee incentive plans, or payments under any other
plan, agreement or understanding between the Executive and the Company,
constituting Excess Parachute Payments, and if such excise tax was not included
in the determination by the Accounting Firm of the Additional Amount that has
been actually paid to the Executive, the Company agrees to indemnify the
Executive by paying to the Executive the amount of such excise tax, together
with any interest incurred by the Executive, attributable to the failure to pay
such excise tax by the date it was originally due, plus all federal, state and
local income taxes incurred with respect to payment of the excise tax calculated
in a manner analogous to Exhibit A. Upon Executive's receipt from the Internal
Revenue Service ("IRS") of any deficiency notice, notice of assessment or any
other written communication relating to the excise tax on Excess Parachute
Payment, Executive shall give notice thereof to the Company within ten business
days of receipt thereof. In the event of any dispute concerning the potential
excise tax (including any administrative proceedings within the IRS or court
proceedings),
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the Company, as the indemnifying party, shall be entitled to assume the defense
of such a dispute or proceeding, no compromise or settlement of such claim may
be effected without the Company's and Executive's mutual consent (which consents
shall not be unreasonably withheld) and the Company shall have no liability with
respect to any compromise or settlement of such claims effected without its
consent. In addition, in the event the Company assumes defense of any
proceeding, the Executive shall not be entitled to indemnification for outside
legal fees and expenses independently incurred by Executive. This
indemnification obligation shall survive the termination of the Agreement and
shall apply to all such excise taxes on Excess Parachute Payments, whether due
before or after termination of employment.
10.3 If the excise tax for any year which is actually imposed on the
Executive is finally determined to be less than the amount taken into account in
the calculation of the Additional Amount that was paid to the Executive pursuant
to Paragraph 9, then the Executive shall repay to the Company, at the time that
the amount of such reduction in excise tax is finally determined, the portion of
the Additional Amount attributable to such reduction (including the portion of
the Additional Amount attributable to the excise tax and federal and state
income taxes imposed on the Additional Amount being repaid by the Executive, to
the extent that such repayment results in a reduction in such excise tax,
federal or state income tax), plus interest on the amount of such repayment at
the rate provided in section 1274(b)(2)(B) of the Code.
11. Preservation of Business; Fiduciary Responsibility: The Executive shall
act in his good faith business judgement to preserve the business and
organization of the Company, to keep available to the Company the services of
present employees and to preserve the business relations of the Company with
suppliers, distributors, customers and others. The Executive shall not commit
any act, or in any way willfully assist others to commit any act, which could
reasonably be expected to injure the Company in any material respect. So long as
the Executive is employed by the Company, the Executive shall observe and
fulfill proper standards of fiduciary responsibility attendant upon his service
and office.
12. Restrictive Covenants:
12.1 Covenants Against Competition: Executive acknowledges that (a) the
business of the Company and its affiliates is as described in the Company's
annual report on Form 10-K as filed with the Securities and Exchange Commission
for its fiscal year ended December 31, 1996, and thereafter as described in each
successive annual report on Form 10-K filed by the Company (the "Company
Business"); and (b) Executive's work for the Company will bring him into close
contact with many confidential matters not readily available to the public.
12.2 Non-Compete: During the term of this Agreement (including any renewal
periods as provided in Paragraph 5) and for a period of 12 months following the
termination of Executive's employment with the Company, whether Executive's
employment terminates pursuant to the provisions of Paragraph 6 of this
Agreement or otherwise (collectively, the "Restricted Period"), Executive
covenants and agrees that he
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will not, without the express approval of the Board of Directors, directly or
indirectly anywhere in the continental United States engage in any business
directly or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, employee, trustee, consultant or in any other
relationship or capacity, if such business is competitive with the Company
Business and substantially injurious to the Company's financial interests;
provided, however, that Executive may own, directly or indirectly, solely as an
investment, securities of any entity if Executive (a) is not a controlling
person with respect to such entity and (b) does not, directly or indirectly, own
five percent or more of any class of the securities of such entity.
12.3 Trade Secrets; Confidential Information: Executive covenants and
agrees that at all times during and after the Restricted Period, he shall keep
secret and not disclose to others or appropriate to his own use or the use of
others any trade secrets, or secret or confidential information or knowledge
pertaining to the Company Business or the affairs of the Company or any of its
affiliates including without limitation trade know-how, trade secrets,
consultant contracts, customer lists, pricing policies, operational methods,
marketing plans or strategies, product development techniques or plans, business
acquisition plans, new personnel acquisition plans, technical processes, designs
and design projects, inventions and research projects; provided, however, that
the following shall not constitute a breach or violation of this Paragraph: any
disclosure made by the Executive in the course of his employment by the Company
as provided in this Agreement, or any disclosure reasonably believed by
Executive to be compelled by law or legal process. Information shall not be
deemed confidential or secret for purposes of this Agreement if it is generally
known in the industry.
12.4 Employees of the Company: During the Restricted Period, Executive
shall not directly or indirectly hire away or solicit to hire away from the
Company or any of its affiliates any employee of the Company or its affiliates.
12.5 Property of the Company: All memoranda, notes, lists, records and
other documents (and all copies thereof) made or compiled by Executive or made
available to Executive during his employment by the Company concerning the
business or affairs of the Company or any of its affiliates, other than any of
such which may also pertain personally to Executive, shall be the exclusive
property of the Company and shall be delivered to the Company promptly upon the
termination of Executive's employment with the Company or at any other time on
request by the Board of Directors of the Company or such affiliates.
12.6 Rights and Remedies Upon Breach: If Executive breaches, or threatens
to commit a breach of, any of the provisions of Paragraph 12.2 through 12.5 of
this Agreement (collectively, the "Restrictive Covenants"), the Company shall
have the following rights and remedies, each of which shall be independent of
the other and severally enforceable, and all of which shall be in addition to,
and not in lieu of, any other rights and remedies available to the Company: (a)
the right and remedy to have any of the Restrictive Covenants specifically
enforced by any court having jurisdiction and in Tennessee by an arbitration
panel as provided in Paragraph 15 of this Agreement, it being
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hereby acknowledged and agreed by Executive that any such breach or threatened
breach will cause irreparable injury to the Company and that money damages will
not provide an adequate remedy to the Company; and (b) the right and remedy to
require Executive to account for and pay over to the Company all compensation,
profits, monies, accruals, increments or other benefits received by Executive as
a result of any transactions constituting a breach of any of the Restrictive
Covenants, and Executive shall account for and pay over such benefits to the
Company.
12.7 Severability of Covenants: If it is determined that any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full effect, without regard to the invalid portions. If it is
determined that any of the Restrictive Covenants, or any part thereof, is
unenforceable because of the duration of such provision, the geographical area
covered thereby, or any other determination of unreasonableness of the
provision, the arbitration panel making such determination shall have the power
to reduce the duration, area or scope of such provision and, in its reduced
form, such provision shall then be enforceable and shall be enforced.
13. Notice: all notices, requests, demands and other communications given
under or by reason of this Agreement shall be in writing and shall be deemed
given when delivered in person or when mailed, by certified mail (return receipt
requested), postage prepaid, addressed as follows (or to such other address as a
party may specify by notice pursuant to this provision):
(a) To the Company:
ENVOY Corporation
15 Century Boulevard
Suite ▇▇▇
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President and General Counsel
(b) To Executive:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
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14. Controlling Law and Performability: The execution, validity,
interpretation and performance of this Agreement shall be governed by the law of
the State of Tennessee.
15. Arbitration: Any dispute or controversy arising under or in connection
with this Agreement shall be settled by arbitration in Nashville, Tennessee. In
the proceeding the Executive shall select one arbitrator, the Company shall
select one arbitrator and the two arbitrators so selected shall select a third
arbitrator. The decision of a majority of the arbitrators
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shall be binding on the Executive and the Company. Should one party fail to
select an arbitrator within five days after notice of the appointment of an
arbitrator by the other party or should the two arbitrators selected by the
Executive and the Company fail to select an arbitrator within ten days after the
date of the appointment of the last of such two arbitrators, any person sitting
as a Judge of the United States District Court for the Middle District of
Tennessee, Nashville Division, upon application of the Executive or the Company,
shall appoint an arbitrator to fill such space with the same force and effect as
though such arbitrator had been appointed in accordance with the first sentence
of this Paragraph 15. Any arbitration proceeding pursuant to this Paragraph 15
shall be conducted in accordance with the rules of the American Arbitration
Association. Judgment may be entered on the arbitrators' award in any court
having jurisdiction.
16. Expenses: The Company will pay or reimburse the Executive for all costs
and expenses (including arbitration and court costs and attorneys fees) incurred
by the Executive as a result of any claim, action or proceeding arising out of,
or challenging the validity, advisability or enforceability of this Agreement or
any provision thereof.
17. No Obligation to Mitigate: The Executive shall not be required to
mitigate the amount of any payment provided for in Paragraph 7 by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
Paragraph 7 be reduced by any compensation earned by the Executive as a result
of employment by another employer or otherwise.
18. Additional Instruments: The Parties shall execute and deliver any and
all additional instruments and agreements that may be necessary or proper to
carry out the purposes of this Agreement.
19. Entire Agreement and Amendments: This Agreement contains the entire
agreement of the Parties relating to the matters contained herein and supersedes
all prior agreements and understandings, oral or written, between the parties
with respect to the subject matter hereof; provided, however, that nothing
herein shall affect in any respect the rights and obligations of the Company and
the Executive under any incentive agreements implemented prior to the date of
this Agreement and not expressly referred to herein. This Agreement may be
changed only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.
20. Severability: If any provision of the Agreement is rendered or declared
illegal or unenforceable by reason of any existing or subsequently enacted
legislation or by the decision of any arbitrator or by decree of a court of last
resort, the Parties shall promptly meet and negotiate substitute provisions for
those rendered or declared illegal or unenforceable to preserve the original
intent of this Agreement to the extent legally possible, but all other
provisions of this Agreement shall remain in full force and effect.
21. Assignments: The Company may assign (whether by operation of law or
otherwise) this Agreement only with the written consent of the Executive, which
consent shall not be withheld unreasonably, and in the event of an assignment of
this Agreement, all covenants, conditions and provisions hereunder shall inure
to the benefit of and be enforceable against the Company's successors and
assigns. The rights and obligations of Executive under this Agreement
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are personal to him, and no such rights, benefits or obligations shall be
subject to voluntary or involuntary alienation, assignment or transfer.
22. Effect of Agreement: Subject to the provisions of Paragraph 21 with
respect to assignments, this Agreement shall be binding upon the Executive and
his heirs, executors, administrators, legal representatives and assigns and upon
the Company and respective successors and assigns.
23. Execution: This Agreement may be executed in multiple counterparts each
of which shall be deemed an original and all of which shall constitute one and
the same instrument.
24. Waiver of Breach: The waiver by either Party of a breach of any
provision of the Agreement by the other Party shall not operate or be construed
as a waiver by such Party of any subsequent breach by such other Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement on this 28th
day of November, 1997.
ENVOY CORPORATION
By: /s/ W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: W. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman of the Compensation Committee
EXECUTIVE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Ex. 10.10 for 10-K Empl. Agmt Seymour
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